Exhibit 99.2

Consolidated Financial Statements

November 30, 2005

FARNAM COMPANIES, INC. AND SUBSIDIARY


LOGO

INDEPENDENT AUDITOR’S REPORT

Board of Directors

Farnam Companies, Inc. and Subsidiary

Phoenix, Arizona

We have audited the accompanying consolidated balance sheet of Farnam Companies, Inc. and Subsidiary as of November 30, 2005, and the related consolidated statements of income and retained earnings, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based upon our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we do not express such an opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Farnam Companies, Inc. and Subsidiary as of November 30, 2005, and the results of their consolidated operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

LOGO

Phoenix, Arizona

May 11, 2006

PEOPLE. PRINCIPLES. POSSIBILITIES.

www.eidebailly.com

1850 N. Central Avenue Ÿ Suite 400 Ÿ Phoenix, Arizona 85004 Ÿ Phone 602.264.5844 Ÿ Fax 602.277.4845 Ÿ EOE


FARNAM COMPANIES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

NOVEMBER 30, 2005

 

ASSETS

  

CURRENT ASSETS

  

Cash and cash equivalents

   $ 32,093,666

Investments

     6,908,513

Trade receivables, net of allowance for doubtful accounts

     20,526,473

Inventories

     22,669,357

Prepaids and other current assets

     1,711,426
      

Total current assets

     83,909,435

PROPERTY AND EQUIPMENT

     11,021,703

INTANGIBLE ASSETS

     10,069,935

OTHER ASSETS

     4,298,840
      
   $ 109,299,913
      

LIABILITIES AND STOCKHOLDERS’ EQUITY

  

CURRENT LIABILITIES

  

Accounts payable

   $ 7,758,872

Accrued expenses and other current liabilities

     12,213,546

Income taxes payable

     45,325
      

Total current liabilities

     20,017,743
      

LONG-TERM DEBT - RELATED PARTY

     207,694
      

STOCKHOLDERS’ EQUITY

  

Common stock, no par value per share

  

Class A, voting 5,000,000 shares authorized; 1,923,077 shares issued and outstanding

     12,000

Class B, non-voting 10,000,000 shares authorized; 8,076,923 shares issued and outstanding

     50,400

Retained earnings

     89,012,076
      
     89,074,476
      
   $ 109,299,913
      

See Notes to Consolidated Financial Statements


FARNAM COMPANIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED NOVEMBER 30, 2005

 

SALES

   $ 165,788,458  

COST OF GOODS SOLD

     81,990,143  
        

Gross profit

     83,798,315  
        

OPERATING COSTS AND EXPENSES

  

Freight and warehousing

     6,657,681  

Selling, marketing and advertising

     35,088,376  

Research and development

     4,036,668  

General and administrative

     16,789,091  

Depreciation and amortization

     1,922,456  
        
     64,494,272  
        

OTHER INCOME (EXPENSE)

  

Other income (expense)

     898,438  

Interest income

     625,877  

Interest expense - operations

     (71,707 )
        
     1,452,608  
        

INCOME BEFORE PROVISION FOR INCOME TAXES

     20,756,651  

PROVISION FOR INCOME TAXES

     57,405  
        

NET INCOME

     20,699,246  

RETAINED EARNINGS, beginning of year

     82,626,273  

Distributions paid and declared to stockholders

     (14,313,443 )
        

RETAINED EARNINGS, end of year

   $ 89,012,076  
        

See Notes to Consolidated Financial Statements


FARNAM COMPANIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED NOVEMBER 30, 2005

 

CASH FLOWS FROM OPERATING ACTIVITIES

  

Net income

   $ 20,699,246  
        

Adjustments to reconcile net income to net cash provided by operating activities

  

Depreciation

     1,689,163  

Amortization

     1,100,747  

Gain on disposal of assets

     (35,338 )

Allowance for doubtful accounts

     25,000  

Decrease in cash surrender value

     827,699  

(Increase) decrease in

  

Trade receivables

     (4,439,414 )

Inventories

     1,776,885  

Prepaids and other current assets

     (143,913 )

Increase (decrease) in

  

Accounts payable

     3,285,171  

Accrued expenses and other current liabilities

     3,141,610  

Income taxes payable

     41,155  
        

Total adjustments

     7,268,765  
        

Net cash provided by operating activities

     27,968,011  
        

CASH FLOWS FROM INVESTING ACTIVITIES

  

Purchases of investments

     (5,401,597 )

Proceeds from sale of investments

     7,795,000  

Increase in property and equipment

     (1,451,395 )

Proceeds from the sale of equipment

     36,962  

Purchase of intangible assets

     (1,000,000 )

Premiums paid on life insurance

     (339,635 )

Premiums refunded on life insurance

     217,256  

Net change in other assets and deposits

     50,000  
        

Net cash used in investing activities

     (93,409 )
        

CASH FLOWS FROM FINANCING ACTIVITIES

  

Distributions paid to stockholders

     (14,313,443 )
        

NET INCREASE IN CASH AND CASH EQUIVALENTS

     13,561,159  

CASH AND CASH EQUIVALENTS, beginning of year

     18,532,507  
        

CASH AND CASH EQUIVALENTS, end of year

   $ 32,093,666  
        

(Continued)


CONSOLIDATED STATEMENT OF CASH FLOWS

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

  

Cash paid (refunded) during the year for

  

Interest

   $ 71,707
      

Income taxes

   $ 16,075
      

See Notes to Consolidated Financial Statements


FARNAM COMPANIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED NOVEMBER 30, 2005

NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

The Farnam Companies, Inc. and Subsidiary (the Company) was founded in Omaha, Nebraska in 1946. In 1949, it moved its corporate sales and marketing headquarters to Phoenix, Arizona, with its primary manufacturing and warehousing facilities located in Nebraska and Iowa. The Company is a manufacturer and marketer of premium branded over-the-counter (“OTC”) animal health care products. Farnam distributes horse health care, pet, racehorse, professional veterinary, and livestock health products. The Company holds patents and exclusive marketing rights for certain of these products. These patents and exclusive rights expire in various future years.

Thompson’s Veterinary Supplies, Inc., a subsidiary, is engaged in the principal business of wholesaling veterinary supplies, ranch and farm supplies, pet supplies, and other kindred products to fixed dealers primarily in Arizona and California.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Farnam Companies, Inc. and its wholly owned subsidiary, Thompson’s Veterinary Supplies, Inc. All intercompany transactions and balances have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains, at certain financial institutions, cash and cash equivalents that exceed federally insured amounts.

TRADE RECEIVABLES

The Company extends credit to its customers throughout the United States, with limited international sales, all of which are transacted in U.S. dollars.

Trade receivables are uncollateralized customer obligations, due under normal trade terms, requiring payment within thirty days, or under various extended payment terms, from the invoice date. Unpaid trade receivables with invoices due over thirty days bear interest at the Company’s discretion. Due to the uncertainty regarding collection, interest on trade receivables is recognized as income when received. Trade receivables are stated at the amount billed to the customer. Payments of trade receivables are allocated to the specific invoices identified on a customer’s remittance advice or, if unspecified, are applied on account.

The carrying amount of the trade receivables is reduced by a valuation allowance that reflects management’s best estimate of uncollectible amounts. Management reviews all trade receivable balances that exceed thirty days from the invoice due date, and based on an assessment of creditworthiness, estimates the portion, if any, of the balance that will not be collected. Based on historical losses, the existing industry conditions, and the financial stability of its customers, management estimates the amount needed for an allowance for doubtful accounts. Trade receivables of $20,526,473 are net of an allowance for doubtful accounts of $280,000 at November 30, 2005.

INVENTORIES

Inventories are stated at cost using the last-in, first-out method (LIFO) or market whichever is lower.

(Continued)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PROPERTY AND EQUIPMENT

Additions to property and equipment are recorded at cost. Depreciation is provided principally using accelerated methods over the estimated useful lives of the respective assets.

The Company reviews its property and equipment whenever events indicate that the carrying value of the asset may not be recoverable. An impairment loss is recorded when the sum of the future cash flows is less than the carrying amount of the asset. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. No impairment loss has been recorded for property and equipment at November 30, 2005.

INTANGIBLE ASSETS

Amortization of intangible assets (patents, trademarks, intellectual property, distribution rights and other intangibles related to product acquisition and covenant not-to-compete agreements) is provided using the straight-line method over the estimated useful lives (ranging from three to seventeen years) of the respective assets. The Company reviews intangible assets whenever events indicate that the carrying amount of the asset may not be recoverable. No impairment loss has been recorded for intangible assets at November 30, 2005.

ADVERTISING

Advertising costs are expensed as the advertising occurs. Advertising expense was approximately $10,000,000 in fiscal year 2005.

REVENUE RECOGNITION

Revenue from the sale of product is recorded when the product is shipped to the customer.

SHIPPING AND HANDLING COSTS

The costs incurred for the shipping and handling of products sold are classified in the financial statements as freight and warehousing costs on the consolidated statement of income and retained earnings.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are expensed as the costs are incurred.

INCOME TAXES

Farnam Companies, Inc., with the consent of its stockholders, elected to be taxed under sections of the federal and state income tax laws as an S Corporation, which provides that, in lieu of corporate income taxes, the stockholders separately account for their prorata shares of income, deductions, losses, and credits.

Thompson’s Veterinary Supplies, Inc. is a C Corporation that files separate federal and state income tax returns and is not part of the consolidated group for tax reporting purposes. Accordingly, Thompson’s Veterinary Supplies, Inc. records a provision for income taxes.

The provision for income taxes includes federal and state income taxes currently payable for the subsidiary, and changes in deferred income taxes arising from timing differences in reporting earnings for financial statement and income tax reporting purposes.

(Continued)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The provision for income taxes charged to operations consisted of a provision of $57,405 at November 30, 2005.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis, primarily allowance for doubtful accounts, depreciable asset basis differences, and inventory holding cost capitalization. Deferred tax assets are reduced by a valuation allowance when in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

ESTIMATES

Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expense.

NOTE 2 - INVESTMENTS

Investments in debt securities are summarized as follows at November 30, 2005:

 

Available-for-sale securities:

  

Fixed income municipal bonds

   $ 450,000

Fixed income tax-exempt municipal bonds

     6,458,513
      
   $ 6,908,513
      

Securities classified as available-for-sale securities may be sold in response to changes in interest rates, liquidity needs, and for other purposes. Available-for-sale securities are recorded at fair value. The current market value of the investments approximates cost at November 30, 2005.

At November 30, 2005, investments in debt securities classified as available for sale mature as follows:

 

2006

   $  5,957,843

2007 - 2010

     950,670
      
   $ 6,908,513
      

NOTE 3 - INVENTORIES

Inventories consisted of the following at November 30, 2005:

 

Finished goods

   $ 18,587,610  

Raw materials

     4,141,819  
        
     22,729,429  

LIFO reserve

     (60,072 )
        
   $ 22,669,357  
        

 

(Continued)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

During 1979, the Company implemented valuing its inventory using the last-in, first-out (LIFO) method. The Company believes the LIFO method more closely relates current costs with current revenue in periods of rising prices. Had the FIFO method of valuing inventories been used, pro forma income before income taxes would have decreased by $15,553 to $20,741,098 in 2005.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at November 30, 2005:

 

Land

   $ 833,930  

Buildings

     10,533,723  

Manufacturing equipment and vehicles

     7,703,747  

Office furniture and equipment

     6,324,045  

Construction in progress

     662,601  
        
     26,058,046  

Accumulated depreciation

     (15,036,343 )
        
   $ 11,021,703  
        

NOTE 5 - INTANGIBLE ASSETS

Intangible assets consisted of the following at November 30, 2005:

 

Patents, trademarks, intellectual property, distribution rights and other intangibles related to product acquisition

   $ 15,625,962  

Accumulated amortization

     (5,691,742 )
        
     9,934,220  
        

Covenant not-to-compete agreements

     300,000  

Accumulated amortization

     (164,285 )
        
     135,715  
        
   $ 10,069,935  
        

Estimated amortization expense is as follows for the years ended November 30:

 

2006

   $ 1,114,638

2007

     1,114,638

2008

     1,114,638

2009

     1,077,400

2010

     1,006,529

Thereafter

     4,642,092
      
   $ 10,069,935
      

 

(Continued)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Amortization of intangibles for the year ended November 30, 2005 was $1,100,747.

NOTE 6 - OTHER ASSETS

Other assets consisted of the following at November 30, 2005:

 

Cash surrender value, life insurance

   $ 2,693,090

Other assets

     1,600,000

Deposits

     5,750
      
   $ 4,298,840
      

The Company owns life insurance policies on stockholders and management. The face value of the policies was approximately $31,000,000 at November 30, 2005.

NOTE 7 - BANK LINES OF CREDIT AND CASH MANAGEMENT FACILITY

Farnam Companies, Inc. had no borrowings outstanding under its $13,000,000 revolving bank line of credit at November 30, 2005, which expires March 31, 2007. Interest on outstanding borrowings is payable monthly at LIBOR plus 1.75%. The bank line of credit is subject to certain defined restrictive debt covenants.

At November 30, 2005, Farnam Companies, Inc. had approximately $1,000,000 available in stand-by letters of credit, which are subject to the same provisions as the bank line of credit.

The Company has a cash management facility with its bank at November 30, 2005. Under this facility, the bank automatically transfers funds, on a daily basis, to the Company’s operating account (from its available revolving line of credit or invested cash) to cover checks that clear in excess of available funds. No amount in excess of available funds was used under this facility at November 30, 2005.

NOTE 8 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following at November 30, 2005:

 

Accrued salaries expense

   $ 3,997,502

Accrued legal fees

     3,580,000

Other accrued expenses

     4,636,044
      
   $ 12,213,546
      


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 9 - LONG-TERM DEBT – RELATED PARTY

Long-term debt – related party consisted of the following at November 30, 2005:

 

Note payable, 10%, former subsidiary stockholder and employee of wholly-owned subsidiary

   $ 207,694
      

The note payable – related party is considered long-term as repayment is not scheduled to be made in 2006. Interest expense totaled $20,769 for the year ended November 30, 2005.

NOTE 10 - EMPLOYEE BENEFIT PLAN

The Company’s profit sharing and retirement trust, which qualifies under Section 401(k) of the Internal Revenue Code, allows eligible employees to contribute up to fifteen percent of their compensation, with the Company matching fifty percent of the first six percent of the employee contribution. For fiscal 2005, the Company made matching contributions of approximately $390,000 under the plan.

At the discretion of the Board of Directors, the Company may also make contributions for the benefit of all eligible employees under the amended profit sharing plan. For fiscal 2005, there were no contributions to the plan under the profit sharing provision.

NOTE 11 - LEASE OBLIGATIONS

The Company leases offices at its corporate headquarters under an operating lease that expires on July 31, 2008 from a related party. Rent and maintenance expense under this operating lease was approximately $550,000 for the year ended November 30, 2005.

Future minimum lease payments under the operating lease are as follows as of November 30, 2005:

 

2006

   $ 516,120

2007

     553,715

2008

     363,630
      
     $1,433,465
      

NOTE 12 - DEFERRED COMPENSATION PLAN

In previous years the Company entered into certain deferred compensation agreements with key executives. The executives were able to elect to defer a portion of their annual salary with the total amount deferred by all participants not to exceed $262,500 annually. In fiscal 2005, no compensation was deferred under this plan.

Upon termination of employment, but no earlier than the participant’s 65th birthday or nine years from the initiation of the plan, whichever is later, the participant is entitled to receive the benefits deferred. The liability for deferred compensation that has not been paid to participants at November 30, 2005 is classified with accrued liabilities.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 13 - MAJOR SUPPLIER

Approximately 21% of the Company’s costs of goods sold were for products purchased from two suppliers in 2005. At November 30, 2005, the current value of inventory on hand of these products was approximately $3,400,000. The Company owed approximately $520,000 to these suppliers at November 30, 2005.

NOTE 14 - COMMITMENTS AND CONTINGENCIES

The Company is partially self-funded for benefits provided under its employee health insurance plan. The plan provides for Company annual self-insurance up to $50,000 per employee, as defined. The maximum annual cost to the Company, as defined, is approximately $1,600,000 based on the number of participants at November 30, 2005. Based on employee claims filed and experience, management believes they have adequately provided for all claims incurred in the accompanying financial statements. Amounts reserved for these claims total approximately $180,000 at November 30, 2005 and are included in other current liabilities.

In the ordinary course of conducting its business, the Company may periodically be a defendant in various legal proceedings. Any estimated loss contingencies in excess of amounts covered by business liability insurance are included in accrued expenses. It is the best judgment of management that neither the financial position nor results of operations of the Company will be materially affected by the final outcome of these legal proceedings.

NOTE 15 - SUBSEQUENT EVENT

Subsequent to year-end the Company purchased a product line and settled a lawsuit with a third party for $5,000,000. The actual costs associated with the lawsuit settlement were $3,500,000. As of November 30, 2004, the Company had estimated a loss of $400,000. The increase of $3,100,000 is reflected in the current year earnings.

The stockholders of the Company, subsequent to year-end, reached an agreement to sell one hundred percent of the issued and outstanding shares of stock to Central Garden and Pet (NASDAQ: CENT).

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